Karlsruhe. The Board of Management of EnBW Energie Baden-Württemberg AG (EnBW) concluded today its implementation of the announced capital increase with the approval of the Supervisory Board.
Based on the authorised capital created at the annual general meeting on 25 April 2012, the share capital is to be increased by issuing up to 27,139,613 new ordinary bearer shares in return for cash contributions. The new shares will entitle the holder to profit participation as of 1 January 2012.
The new shares are being offered exclusively to the shareholders of EnBW as part of an indirect subscription right. A banking syndicate (DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt, Landesbank Baden-Württemberg and UniCredit Bank AG as global coordinators and accountants) will acquire the new shares with the obligation to offer them to the shareholders of EnBW for subscription. The new shares are being offered to the shareholders at a ratio of 9 to 1 at a subscription price of € 30,90 per new share for subscription. As a result, the shareholders will be able to acquire one new shares for every nine shares held in EnBW.
EnBW’s majority shareholders, NECKARPRI Beteiligungsgesellschaft mbH and OEW Energie-Beteiligungs GmbH, which each have a shareholding of some 46.55% in the company’s share capital, have agreed to fully exercise their subscription rights. This obligation of the two majority shareholders is limited to a total of € 400 million each with regard to new shares. Furthermore, Badische Energieaktionärs-Vereinigung, Landeselektrizitätsverband Württemberg and Gemeindeelektrizitäts-verband Schwarzwald-Donau have agreed to exercise the subscription rights from the shares they each hold to a certain, in some cases significant, degree and to purchase the corresponding number of new shares at the subscription price. On the basis of the submitted subscription obligations, the company expects gross issue proceeds of approximately € 820 million at least. The company intends to use these issue proceeds primarily to strengthen its credit rating and equity and therefore create sufficient financial headroom for the planned expansion of renewable energies in particular as well as local energy generation in order to play an active role in shaping the new energy concept in Germany.
Provided the Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority) approves the securities prospectus, the subscription period for the new shares will run from 19 June 2012 until 2 July 2012. The securities prospectus is anticipated to be made available as of 15 June 2012 at the company’s website (www.enbw.com). Subscription rights not exercised within this period will expire and become worthless. In connection with the offering of new shares, neither EnBW nor the members of the banking syndicate will undertake to establish the trade of issued subscription rights via a stock exchange.
It is planned to admit the new shares as well as the 142,819,183 shares with the security identification number 522002 (ISIN: DE0005220024) held by existing shareholders for trading on the regulated markets of the Frankfurt (General Standard) and Stuttgart securities exchange. These shares will most likely be included in the existing listing on 6 July 2012.
This notice does not constitute an offer to purchase securities nor a solicitation of an offer to purchase securities in the United States of America, Australia, Canada, Japan or in other jurisdictions in which such an offer is subject to legal restrictions. The securities referred to in this notice may not be sold or offered for purchase in the United States of America without prior registration under the provisions of the US Securities Act of 1933 in the latest amended version (US Securities Act) or unless exempted from prior registration. Subject to certain exceptions, the securities referred to in this announcement may not be sold or offered for purchase in Australia, Canada or Japan, nor may they be sold or offered for purchase on behalf of any resident of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. No public offering of securities will be made in the United States of America.
This notice does not constitute a securities prospectus. Interested investors should base their investment decision regarding the securities mentioned in this announcement solely on the information from a securities prospectus published by EnBW in connection with the offer of these securities.